Current Report Filing (8-k)
03 July 2020 - 8:15AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 1, 2020
___________________________________________________________________
COVENANT LOGISTICS GROUP, INC.
(Exact name of registrant as specified in its charter)
(423) 821-1212
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
On July 1, 2020, the stockholders of Covenant Logistics Group, Inc. (formerly Covenant Transportation Group, Inc.), a Nevada corporation (the “Company”), upon
recommendation of the Compensation Committee (the “Compensation Committee”) of the Company’s Board of Directors (the “Board”), approved the Second Amendment (the “Second Amendment”) to the Company’s Third Amended and Restated 2006 Omnibus
Incentive Plan (the “Incentive Plan”). The Second Amendment (i) increases the number of shares of Class A common stock available for issuance thereunder by an additional 1,900,000 shares, (ii) adds a fungible share reserve feature, under which
shares subject to stock options and stock appreciation rights will be counted as one share for every share granted and shares subject to all other awards will be counted as 1.80 shares for every share granted, (iii) adds a double-trigger
vesting requirement upon a change in control, (iv) eliminates the Compensation Committee’s discretion to accelerate vesting, except in cases involving death or disability, (v) increases the maximum award granted or payable to any one
participant under the Incentive Plan for a calendar year from 200,000 shares of Class A common stock or $2,000,000, in the event the award is paid in cash, to 500,000 shares of Class A common stock or $4,000,000, in the event the award is paid
cash, and (vi) makes such other miscellaneous, administrative and conforming changes as are necessary. The terms of the Second Amendment are described in the Company’s Proxy Statement for the 2020 Annual Meeting of Stockholders filed with the
Securities and Exchange Commission on June 8, 2020 (the “Proxy Statement”) in the section thereof titled “Proposal 5—Approval of the Second Amendment to the Incentive Plan.” The text of the Second Amendment is set forth as Appendix A to the
Proxy Statement.
The Annual Meeting of Stockholders of the Company (the “Annual Meeting”) was held on Wednesday July 1, 2020. Five proposals were voted on at the Annual Meeting. The
proposals are described in detail in the Proxy Statement. The final results for the votes regarding each proposal are set forth below.
The Board amended the Company’s Fourth Amended and Restated Bylaws effective July 1, 2020 (as so amended, the “Fifth Amended and Restated Bylaws”) to change the Company’s name to
Covenant Logistics Group, Inc. The Third Amended and Restated Articles of Incorporation and the Fifth Amended and Restated Bylaws are filed hereto as Exhibits 3.1 and 3.2, respectively.
In association with the name change, the Company is changing its ticker symbol from “CVTI” to “CVLG”. Trading under the new ticker symbol is expected to begin on July 6, 2020.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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